<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
--------- -------------
COMMISSION FILE NUMBER 333-49691
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
--------------------------------------------------------------
(Exact name of registrants as specified in their charters)
<TABLE>
<S> <C>
Nevada 86-0857506
Nevada 86-0857505
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
1160 TOWN CENTER DRIVE, SUITE 200, LAS VEGAS, NV 89134
--------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(702) 869-7000
--------------------------------------------------------------
(Registrants' telephone number, including area code)
--------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, 1999
--------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ----------------- -----------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 3,968 $ 17,432,190 $ 17,436,158
Restricted assets........................................ -- 10,375,611 10,375,611
Amounts receivable for reimbursement of deposits......... -- 20,196,627 20,196,627
Interest receivable...................................... -- 81,388 81,388
Related party receivable................................. -- 11,975 6,847
Inventories.............................................. -- 170,524 170,524
Other current assets..................................... -- 1,483,501 1,483,501
------------- ----------------- -----------------
Total current assets............................................... 3,968 49,751,816 49,750,656
Property and equipment:
Land..................................................... -- 16,628,459 16,628,459
Land improvements........................................ -- 1,444,428 1,444,428
Construction in progress................................. -- 202,994,273 202,994,273
Furniture, fixtures and equipment........................ -- 6,639,937 6,639,937
------------- ----------------- -----------------
-- 227,707,097 227,707,097
Accumulated depreciation................................. -- (642,185) (642,185)
------------- ------------------ ------------------
-- 227,064,912 227,064,912
Restricted assets.................................................. -- 2,039,389 2,039,389
Debt issuance costs, net of accumulated amortization of $2,508,142. -- 11,371,766 11,371,766
Investment in The Resort at Summerlin, L.P......................... 313,874 -- --
Intangible assets.................................................. -- 646,913 646,913
Security deposits.................................................. -- 3,351,772 3,351,772
------------- ----------------- -----------------
Total assets....................................................... $ 317,842 $ 294,226,568 $ 294,225,408
============= ================= ================
LIABILITIES
Current liabilities:
Accounts payable......................................... $ -- $ 1,988,763 $ 1,988,763
Construction and preopening payables..................... -- 17,008,999 17,008,999
Interest payable......................................... -- 2,368,161 2,368,161
Related party payable.................................... 6,138 189,031 190,041
Current portion of First Mortgage Notes.................. -- 7,500,000 7,500,000
Other current liabilities................................ -- 40,567 40,567
------------- ----------------- -----------------
Total current liabilities.......................................... 6,138 29,095,521 29,096,531
Tenant security deposits payable................................... -- 80,000 80,000
Long-term debt, net of discount of $5,416,873 and current portion.. -- 207,253,127 207,253,127
Warrants redeemable for partnership interests...................... -- 19,842,762 19,842,762
------------- ----------------- -----------------
Total liabilities.................................................. 6,138 256,271,410 256,272,420
Limited partners' interests........................................ -- -- 37,641,284
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued.......................... 682,500 -- 682,500
General partner interest........................................... -- 675,000 --
Limited partners' interests........................................ -- 73,392,691 --
Deficit accumulated during development stage....................... (370,796) (36,112,533) (370,796)
-------------- ------------------ ------------------
Total stockholder's equity and partnership interests 311,704 37,955,158 311,704
------------- ----------------- -----------------
Total liabilities, stockholder's equity and
partnership interests.................................... $ 317,842 $ 294,226,568 $ 294,225,408
============= ================= =================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE> 3
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ----------------- -----------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 3,968 $ 117,884,859 $ 117,888,827
Restricted assets............................................... - 4,437,500 4,437,500
Interest receivable............................................. - 150,961 150,961
Related party receivable........................................ - 9,238 4,110
Other current assets............................................ - 771,790 771,790
------------- ---------------- ----------------
Total current assets............................................... 3,968 123,254,348 123,253,188
Property and equipment:
Land............................................................ - 16,628,459 16,628,459
Land improvements............................................... - 628,986 628,986
Construction in progress........................................ - 125,586,536 125,586,536
Furniture, fixtures and equipment............................... - 7,924,965 7,924,965
------------- ---------------- ----------------
- 150,768,946 150,768,946
Accumulated depreciation........................................ - (416,451) (416,451)
------------- ---------------- ----------------
- 150,352,495 150,352,495
Restricted assets.................................................. - 7,977,500 7,977,500
Debt issuance costs, net of accumulated amortization of $1,659,574. - 11,520,334 11,520,334
Investment in The Resort at Summerlin, L.P......................... 547,829 - -
Intangible assets.................................................. - 519,333 519,333
Security deposits.................................................. - 681,580 681,580
Preopening costs................................................... - 10,610,858 10,610,858
------------- ---------------- ----------------
Total assets....................................................... $ 551,797 $ 304,916,448 $ 304,915,288
============= ================ ================
LIABILITIES
Current liabilities:
Accounts payable................................................ $ - $ 1,042,105 $ 1,042,105
Construction and preopening accounts payable.................... - 17,513,949 17,513,949
Interest payable................................................ - 2,166,559 2,166,559
Partner distribution payable.................................... - 237,592 237,592
Related party payable........................................... 6,138 124,203 125,213
Other current liabilities....................................... - 2,500 2,500
------------- ---------------- ----------------
Total current liabilities.......................................... 6,138 21,086,908 21,087,918
Tenant security deposits payable................................... - 15,000 15,000
Long-term debt, net of discount of $5,578,191...................... - 207,261,809 207,261,809
Warrants redeemable for partnership interests...................... - 15,202,121 15,202,121
------------- ---------------- ----------------
Total liabilities.................................................. 6,138 243,565,838 243,566,848
Limited partners' interests........................................ - - 60,802,781
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares authorized,
1,000 shares issued.............................................. 682,500 - 682,500
General partner interest........................................... - 675,000 -
Limited partners' interests........................................ - 73,392,691 -
Deficit accumulated during development stage....................... (136,841) (12,717,081) (136,841)
------------- ---------------- ----------------
Total stockholder's equity and partnership interests............... 545,659 61,350,610 545,659
------------- ---------------- ----------------
Total liabilities, stockholder's equity and partnership
interests........................................................ $ 551,797 $ 304,916,448 $ 304,915,288
============= ================ ================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE> 4
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED JUNE 30, 1999
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ---------------- ----------------
<S> <C> <C> <C>
Revenues...................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P...... 74,980 -- --
General and administrative.......................... -- 518,325 518,325
Depreciation and amortization....................... -- 619,248 619,248
Preopening expenses................................. -- 5,333,365 5,333,365
------------- ---------------- ----------------
74,980 6,470,938 6,470,938
Other income (expense):
Interest income..................................... -- 529,648 529,648
Interest expense, net of amounts capitalized:
Long-term debt......................... -- (400,160) (400,160)
Accretion of warrant liability......... -- (156,508) (156,508)
------------- ----------------- -----------------
-- (27,020) (27,020)
------------- ----------------- -----------------
Loss before limited partners' interest........................ (74,980) (6,497,958) (6,497,958)
Limited partners' interest.................................... -- -- 6,422,978
------------- ---------------- ----------------
Net loss...................................................... $ (74,980) $ (6,497,958) $ (74,980)
============== ================= =================
</TABLE>
SEE ACCOMPANYING NOTES.
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED JUNE 30, 1998
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ---------------- ----------------
<S> <C> <C> <C>
Revenues...................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P...... 39,640 -- --
General and administrative.......................... -- 134,079 134,079
Depreciation and amortization....................... -- 535,640 535,640
----------- --------------- ---------------
39,640 669,719 669,719
Other income (expense):
Interest income..................................... -- 2,178,304 2,178,304
Interest expense, net of amounts capitalized:
Long-term debt......................... -- (3,455,257) (3,455,257)
Accretion of warrant liability......... -- (2,017,365) (2,017,365)
----------- ---------------- ----------------
-- (3,294,318) (3,294,318)
----------- ---------------- ----------------
Loss before limited partners' interest........................ (39,640) (3,964,037) (3,964,037)
Limited partners' interest.................................... -- -- 3,924,397
----------- --------------- ---------------
Net loss...................................................... $ (39,640) $ (3,964,037) $ (39,640)
============ ================ ================
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE> 5
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- --------------------
<S> <C> <C> <C>
Revenues...................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. ... 233,955 -- --
General and administrative.......................... -- 1,975,198 1,975,198
Depreciation and amortization....................... -- 1,235,637 1,235,637
Preopening expenses................................. -- 8,869,027 8,869,027
------------- ---------------- ----------------
233,955 12,079,862 12,079,862
Other income (expense):
Interest income..................................... -- 1,835,655 1,835,655
Interest expense, net of amounts capitalized:
Long-term debt......................... -- (1,499,325) (1,499,325)
Accretion of warrant liability......... -- (1,041,062) (1,041,062)
------------- ----------------- -----------------
-- (704,732) (704,732)
------------- ----------------- -----------------
Loss before cumulative effect of
change in accounting principle and
limited partners' interest............................... (233,955) (12,784,594) (12,784,594)
Cumulative effect of change in accounting principle........... -- (10,610,858) (10,610,858)
------------- ----------------- -----------------
Loss before limited partners' interest........................ -- (23,395,452) (23,395,452)
Limited partners' interest.................................... -- -- 23,161,497
------------- ---------------- ----------------
Net loss...................................................... $ (233,955) $ (23,395,452) $ (233,955)
============== ================= =================
</TABLE>
SEE ACCOMPANYING NOTES.
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998
------------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------------- --------------------- --------------------
<S> <C> <C> <C>
Revenues...................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P...... 75,466 -- --
General and administrative.......................... -- 287,483 287,483
Depreciation and amortization....................... -- 1,055,164 1,055,164
----------- --------------- ---------------
75,466 1,342,647 1,342,647
Other income (expense):
Interest income..................................... -- 4,749,952 4,749,952
Interest expense, net of amounts capitalized:
Long-term debt......................... -- (7,466,928) (7,466,928)
Accretion of warrant liability......... -- (3,487,043) (3,487,043)
----------- ---------------- ----------------
-- (6,204,019) (6,204,019)
----------- ---------------- ----------------
Loss before limited partners' interest........................ (75,466) (7,546,666) (7,546,666)
Limited partners' interest.................................... -- -- 7,471,200
----------- --------------- ---------------
Net loss...................................................... $ (75,466) $ (7,546,666) $ (75,466)
============ ================ ================
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE> 6
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION THROUGH JUNE 30, 1999
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ---------------- ----------------
<S> <C> <C> <C>
Revenues...................................................... $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P...... 361,126 -- --
General and administrative.......................... 9,670 3,330,264 3,330,264
Depreciation and amortization....................... -- 3,585,495 3,585,495
Preopening expenses................................. -- 8,869,027 8,869,027
------------- ---------------- ----------------
370,796 15,784,786 15,784,786
Other income (expense):
Interest income..................................... -- 9,576,886 9,576,886
Interest expense, net of amounts capitalized:
Long-term debt......................... -- (12,933,684) (12,933,684)
Accretion of warrant liability......... -- (6,360,091) (6,360,091)
------------- ----------------- -----------------
-- (9,716,889) (9,716,889)
------------- ----------------- -----------------
Loss before cumulative effect of
change in accounting principle and
limited partners' interest............................... (370,796) (25,501,675) (25,501,675)
Cumulative effect of change in accounting principle........... -- (10,610,858) (10,610,858)
------------- ----------------- -----------------
Loss before limited partners' interest........................ (370,796) (36,112,533) (36,112,533)
Limited partners' interest.................................... -- -- 35,741,737
------------- ---------------- ----------------
Net loss...................................................... $ (370,796) $ (36,112,533) $ (370,796)
============== ================= =================
</TABLE>
SEE ACCOMPANYING NOTES.
6
<PAGE> 7
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
-------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------------- ----------------- ------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss............................................................. $ (233,955) $ (23,395,452) $ (233,955)
Adjustments to reconcile net loss to net cash used in
operating activities:
Cumulative effect of change in accounting principle........ -- 10,610,858 10,610,858
Depreciation of property and equipment..................... -- 225,734 225,734
Amortization of debt discount and issuance costs........... -- 1,009,886 1,009,886
Accretion of warrant liability, net of amounts capitalized. -- 712,037 712,037
Equity in loss of The Resort at Summerlin, L.P............. 233,955 -- --
Limited partners' interest................................. -- -- (23,161,497)
Changes in operating assets and liabilities:
Interest receivable................................... -- 69,573 69,573
Inventories........................................... (170,524) (170,524)
Other assets.......................................... (673,644) (673,644)
Related party receivable and payable.................. -- 62,091 62,091
Interest payable...................................... -- 1,018,508 1,018,508
------------- ----------------- -----------------
Net cash used in operating activities................................ -- (10,530,933) (10,530,933)
INVESTING ACTIVITIES
Capital expenditures................................................. -- (62,923,451) (62,923,451)
Deposits paid on furniture, fixtures and equipment................... -- (20,196,627) (20,196,627)
Interest capitalized into construction in progress................... -- (3,573,003) (3,573,003)
Increase in construction and preopening payables..................... -- 441,709 441,709
Increase in security deposits........................................ -- (2,670,192) (2,670,192)
Investment in licensing costs and other intangible assets............ -- (127,580) (127,580)
------------- ------------------ ------------------
Net cash used in investing activities................................ -- (89,049,144) (89,049,144)
FINANCING ACTIVITIES
Tax allowance distribution to minority partners...................... -- (237,592) (237,592)
Debt issuance costs.................................................. -- (700,000) (700,000)
Tenant security deposits payable..................................... -- 65,000 65,000
------------- ----------------- -----------------
Net cash used in financing activities................................ -- (872,592) (872,592)
------------- ------------------ ------------------
Net change in cash and cash equivalents.............................. -- (100,452,669) (100,452,669)
Cash and cash equivalents at beginning of period..................... 3,968 117,884,859 117,888,827
------------- ----------------- -----------------
Cash and cash equivalents at end of period........................... $ 3,968 $ 17,432,190 $ 17,436,158
============= ================= =================
Supplemental Information:
Interest paid $- $4,378,244 $4,378,244
Interest capitalized into construction in progress
from warrant accretion, pay-in-kind notes
and interest payable - 10,441,697 10,441,697
</TABLE>
SEE ACCOMPANYING NOTES.
7
<PAGE> 8
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998
---------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------------- ----------------- ------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss........................................................ ($75,466) ($7,546,666) ($75,466)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation of property and equipment................ -- 181,837 181,837
Amortization of debt discount and issuance costs...... -- 873,327 873,327
Accretion of warrant liability, net of amounts
capitalized.................................. -- 3,555,940 3,555,940
Interest paid by issuance of Senior Subordinated
Notes, net of amounts capitalized............ -- 4,588,433 4,588,433
Equity in loss of The Resort at Summerlin, L.P........ 75,466 -- --
Limited partners' interest............................ -- -- (7,471,200)
Changes in operating assets and liabilities
Related party receivable......................... (2,700) -- (2,700)
Interest payable................................. -- 1,439,845 1,439,845
Interest receivable.............................. -- (193,200) (193,200)
------------ ------------------ ------------------
Net cash provided by (used in) operating activities.......... (2,700) 2,899,516 2,896,816
INVESTING ACTIVITIES
Capital expenditures............................................ -- (39,634,858) (39,634,858)
Interest capitalized into construction in progress.............. -- (374,893) (374,893)
Preopening costs................................................ -- (2,180,997) (2,180,997)
Increase in construction and preopening payables................ -- 11,753,199 11,753,199
Purchases of investments........................................ -- (87,508,503) (87,508,503)
Investment in licensing costs and other intangible assets....... -- (88,333) (88,333)
------------ ------------------ ------------------
Net cash used in investing activities........................... -- (118,034,385) (118,034,385)
FINANCING ACTIVITIES
Debt issuance costs............................................. -- (250,095) (250,095)
------------ ------------------ ------------------
Net cash used in financing activities........................... -- (250,095) (250,095)
------------ ------------------ ------------------
Net change in cash and cash equivalents......................... (2,700) (115,384,964) (115,387,664)
Cash and cash equivalents at beginning of period................ 3,968 175,487,660 175,491,628
------------ ------------------ ------------------
Cash and cash equivalents at end of period...................... $ 1,268 $ 60,102,696 $ 60,103,964
============ ================== ==================
Supplemental Information:
Interest paid $ - $1,633,646 $1,633,646
Interest capitalized into construction in progress
from warrant accretion, pay-in-kind notes
and interest payable - 2,870,917 2,870,917
</TABLE>
See accompanying notes.
8
<PAGE> 9
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION THROUGH JUNE 30, 1999
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ------------------ ------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.............................................................. $ (370,796) $ (36,112,533) $ (370,796)
Adjustments to reconcile net loss to net cash used in
operating activities:
Preopening costs incurred and paid by an affiliate on
behalf of The Resort at Summerlin, L.P.................... -- 2,650,436 2,650,436
Depreciation of property and equipment...................... -- 642,185 642,185
Amortization of debt discount and issuance costs............ -- 2,960,834 2,960,834
Accretion of warrant liability, net of amounts capitalized.. -- 5,876,842 5,876,842
Interest paid by issuance of Senior Subordinated
Notes, net of amounts capitalized...................... -- 5,714,819 5,714,819
Equity in loss of The Resort at Summerlin, L.P.............. 361,126 -- --
Limited partners' interest.................................. -- -- (35,751,407)
Changes in operating assets and liabilities:
Interest receivable.................................... -- (81,388) (81,388)
Inventories............................................ -- (170,524) (170,524)
Other assets........................................... -- (1,442,934) (1,442,934)
Related party receivable and payable................... 6,138 177,056 183,194
Interest payable....................................... -- 3,435,589 3,435,589
------------- ------------------ ------------------
Net cash used in operating activities................................. (3,532) (16,349,618) (16,353,150)
INVESTING ACTIVITIES
Capital expenditures.................................................. -- (201,238,151) (201,238,151)
Deposits paid on furniture, fixtures and equipment.................... -- (20,196,627) (20,196,627)
Interest capitalized into construction in progress.................... -- (4,984,838) (4,984,838)
Increase in construction and preopening payables...................... -- 18,997,772 18,997,772
Investment in The Resort at Summerlin, L.P............................ (675,000) -- --
Investment in option fee.............................................. -- (1,181,212) (1,181,212)
Increase in security deposits......................................... -- (3,351,772) (3,351,772)
Investment in licensing costs and other intangible assets............. -- (646,913) (646,913)
------------- ------------------- -------------------
Net cash used in investing activities................................. (675,000) (212,601,741) (212,601,741)
FINANCING ACTIVITIES
Capital contributions................................................. 682,500 -- 682,500
Capital contributions from general partner............................ -- 675,000 --
Capital contributions from limited partners........................... -- 72,161,049 72,161,049
Issuance of First Mortgage Notes...................................... -- 100,000,000 100,000,000
Issuance of Senior Subordinated Notes................................. -- 100,000,000 100,000,000
Debt issuance costs................................................... -- (13,879,908) (13,879,908)
Tenant security deposits payable...................................... -- 80,000 80,000
Tax allowance distribution to minority partners....................... -- (237,592) (237,592)
Increase in restricted assets......................................... -- (12,415,000) (12,415,000)
------------- ------------------- -------------------
Net cash provided by financing activities............................. 682,500 246,383,549 246,391,049
------------- ------------------ ------------------
Net change in cash and cash equivalents............................... 3,968 17,432,190 17,436,158
Cash and cash equivalents at beginning of period...................... -- -- --
------------- ------------------ ------------------
Cash and cash equivalents at end of period............................ $ 3,968 $ 17,432,190 $ 17,436,158
============= ================== ==================
Supplemental Information
Distribution of non-cash asset........................................ $ -- $ 1,181,202 $ 1,181,202
Interest paid......................................................... -- 8,982,975 8,982,975
Interest capitalized into construction in progress from warrant
accretion, pay-in-kind notes and interest payable..................... -- 21,484,108 21,484,108
</TABLE>
SEE ACCOMPANYING NOTES.
9
<PAGE> 10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Resort at Summerlin, Limited Partnership ("RAS L.P.") is majority owned by
Swiss Casinos of America, Inc. ("SCA"). RAS L.P. was formed on August 15, 1996
for the purpose of acquiring land and developing and operating a resort casino
in the Summerlin master planned community in Las Vegas, Nevada ("Summerlin").
The Resort at Summerlin, Inc. ("RAS Inc." and, together with RAS L.P., the
"Companies") is a wholly owned subsidiary of SCA and serves as general partner
of RAS L.P. Swiss Casinos Holding AG ("SCH") owns 83.0% of SCA and is a limited
partner in RAS L.P. The ownership percentages in RAS L.P. are as follows:
<TABLE>
<S> <C>
RAS, Inc. 1.00%
SCA 75.58%
SCH 16.70%
Unaffiliated investors 6.72%
</TABLE>
RAS L.P. allocates earnings and losses to the partners in accordance with these
percentages.
RAS L.P. owns and operates a resort facility (the "Resort Casino"), which, when
completed, will include a casino, hotel, conference center, spa, restaurants and
retail center. A portion of the Resort Casino, including the casino, opened on
July 15, 1999. The remainder of the Resort Casino is expected to open in phases
through October 25, 1999.
As of June 30, 1999, the Companies were development stage companies as they were
devoting substantially all of their efforts to develop the Resort Casino. The
Companies had no source of income until the partial opening of the Resort Casino
on July 15, 1999.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the accounting policies described in the Companies' December
31, 1998 audited consolidated financial statements included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 1999 and should be read in conjunction with the Notes to Consolidated
Financial Statements which appear therein. The Consolidated Balance Sheet as of
December 31, 1998 contained herein was derived from audited financial
statements, but does not include all disclosures included in the December 31,
1998 audited consolidated financial statements and applicable under generally
accepted accounting principles.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods have been included. The results for the 1999 interim periods
reported upon are not necessarily indicative of expected results for the full
year.
The Companies have made certain reclassifications to the financial statements
for the three and six month periods ending June 30, 1998 to conform to the
financial statement presentation for the three and six month periods ending June
30, 1999. These reclassifications have no effect on net income.
As prescribed by Statement of Position 78-9 of the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
("AccSEC"), Accounting for Investments in Real Estate Ventures, RAS Inc.'s
indirect ownership in RAS L.P. through SCA and its direct 1.0% general
partnership investment constitutes a controlling interest. Therefore, RAS L.P.
is considered a subsidiary requiring consolidation in the financial statements
of RAS Inc. RAS Inc.'s sole business activity at this time is its 1.0% general
partnership interest in RAS L.P. The consolidated RAS Inc. financial statements
include the following adjusting entries:
- - Elimination of RAS Inc.'s investment in RAS L.P.
10
<PAGE> 11
- - Reclassification of the 99.0% limited partnership interests in RAS L.P. to a
minority interest within the balance sheet.
- - Allocation of 99.0% of the net losses of RAS L.P. to the limited partners and
the elimination of RAS Inc.'s equity interest in the losses of RAS L.P.
- - Elimination of intercompany accounts payable and receivable.
In April 1998, AccSEC issued Statement of Position 98-5 entitled "Reporting on
the Costs of Start-up Activities" ("SOP 98-5") which requires entities to
expense costs of preopening activities as they are incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. Accordingly, the
Companies adopted SOP 98-5 on January 1, 1999. Upon adoption, the Companies
reported the initial adoption as a cumulative effect of a change of accounting
principle of $10.6 million and expensed subsequent preopening costs as incurred
of $8.9 million for the six months ended June 30, 1999.
2. CONSTRUCTION MANAGER DISPUTE
In December 1997, RAS L.P. executed a Construction Management Agreement
(the "Construction Contract") with J.A. Jones Construction ("Jones") for the
construction of the Resort Casino for a guaranteed maximum price of $133
million. As a result of disputes which subsequently arose under the Construction
Agreement with respect to the cost and timing of the completion of the Resort
Casino, on December 22, 1998, the Companies and Jones entered into a Settlement
Agreement (the "Settlement Agreement") concerning the Construction Contract.
The Settlement Agreement provides (i) RAS L.P. will pay to Jones an
additional $23 million (inclusive of $3 million previously budgeted for the
completion of the Resort Casino), as set forth in the Construction Contract and
including certain additional work; (ii) the Companies are not responsible for
any additional project costs necessary to accomplish substantial completion of
the Resort Casino on or before April 30, 1999 except as otherwise expressly set
forth in the Settlement Agreement; (iii) Jones is solely responsible, and will
indemnify the Companies, for all costs of substantial completion except as
otherwise expressly provided in the Settlement Agreement; (iv) if substantial
completion of the Resort Casino does not occur on or before April 30, 1999
(which it did not), all delay and other penalties provided for in the
Construction Contract would commence as of April 30, 1999, and Jones is not
entitled to any amounts for general conditions or any other payments of a
similar nature from that date, unless certain savings specified in the
Construction Contract are achieved; (v) for a bonus to Jones of up to $1 million
provided that the Resort Casino is substantially completed on or before April
30, 1999 (which it was not), and that no bonus shall be paid if the Resort
Casino is not substantially completed on or before April 30, 1999.
In the Settlement Agreement, Jones represented that it had reviewed all
of the construction documents and determined that the Resort Casino, including
the second hotel, can be constructed "in a fashion and of a functionality,
quality and level of aesthetics reasonably inferable from the architects' design
to create a five-star rated property" and that Jones did not know of any reason
that the Resort Casino could not be constructed as described in the Settlement
Agreement or substantially completed on or before April 30, 1999 for the amount
set forth in the Construction Contract as modified by the Settlement Agreement.
Jones failed to achieve substantial completion of the Resort Casino by
April 30, 1999. The Companies have advised Jones that it has breached the
Construction Contract; RAS L.P. has invoked certain liquidated damages
provisions as of May 1, 1999; and the Companies have reserved their rights to
hold Jones liable for all damages which result from Jones' breach. Since the
execution of the Settlement Agreement, Jones also has presented to RAS L.P.
additional change orders for work totaling approximately $15.4 million. RAS L.P.
has accepted $8.5 million, has rejected $3.8 million and is performing further
review of $3.1 million. RAS L.P. has informed Jones that it believes certain of
the rejected change orders are for construction subject to the terms of the
Settlement Agreement that Jones is obligated to provide pursuant to the terms
thereof and are not properly the subject of change orders. RAS L.P. also
believes that it may possess legal rights against Jones and/or others with
respect to certain of the change orders which it has accepted, and RAS L.P. has
acepted certain change orders only for the purpose of having work continue on
the Resort Casino. RAS L.P. intends to examine thoroughly those rights and
vigorously pursue those rights if in RAS L.P.'s best interests.
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<PAGE> 12
Jones has denied the Companies' allegations of breach of the Construction
Contract and disagrees with the Companies with respect to the disputed change
orders; however, Jones continues to perform work on the Resort Casino. The
Companies intend vigorously to pursue their rights under the Construction
Contract as modified by the Settlement Agreement and as appropriate with respect
to the disputed change orders in a manner consistent with achieving their
overall business goal of the successful completion of the remainder of the
Resort Casino. Notwithstanding this dispute, the Companies and Jones are
continuing to cooperate with respect to the completion of the Resort Casino.
There can be no assurance as to the ultimate outcome of the dispute with Jones
or the Companies' ability to achieve successful operations of the Resort Casino
at any time.
3. OPERATING LEASES
During the second quarter of 1999, the Companies closed on approximately $44.9
million of equipment operating leases. The Companies are using the operating
lease facilities to finance new gaming devices, related systems, vehicles and
furniture, fixtures and equipment. As of June 30, 1999, approximately $20.2
million was due from the leasing company to reimburse RAS L.P. for deposits
paid by RAS L.P. to certain vendors. The terms of the facilities are for 36 or
48 months. Maximum annual payments under the facilities will be approximately
$15.5 million. The Companies have been granted an option, upon expiration of
the facilities, to (i) purchase not less than all of the equipment, by
equipment category, at fair market value as determined by an independent
appraiser, (ii) renew the facilities for 12 months, or (iii) return the
equipment to the leasing company.
4. LONG-TERM DEBT
On June 15, 1999, the Companies issued $7,330,000 of Senior Subordinated PIK
Notes due 2007 (the "Senior Subordinated Notes") to pay the interest due on that
date. The total outstanding principal amount of Senior Subordinated Notes
increased to $120,170,000 on June 15, 1999 from $112,840,000 as of December 31,
1998.
Debt outstanding as of June 30, 1999 includes the following:
<TABLE>
<S> <C>
First Mortgage Notes $100,000,000
Senior Subordinated PIK Notes 120,170,000
-------------
220,170,000
Less unamortized original issue discount (5,416,873)
Less current portion of First Mortgage Notes (7,500,000)
-------------
Total long-term debt $207,253,127
=============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the information contained in the financial statements,
including the notes thereto included in this Form 10-Q.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This Form 10-Q contains certain "forward-looking
statements" which represent the Companies' expectations or beliefs, including,
but not limited to, statements concerning (i) the completion and opening of the
remaining components of the Resort Casino; and (ii) RAS L.P.'s operations,
performance, financial condition and plans to obtain additional financing. Any
statements contained in this Form 10-Q that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, including, but not limited to, those relating to
development and construction activities; market fluctuations; gaming and other
regulatory matters; the receipt of building permits and certificates of
occupancy; the impact of internal and external problems caused by the Year 2000
computer problem; taxation; dependence on existing management; leverage and debt
service (including sensitivity to fluctuations in interest rates); ability
to realize the full value of current assets; ability to obtain additional
financing; domestic or international
12
<PAGE> 13
economic conditions; changes in federal and state laws or the administration of
such laws; and changes in gaming laws or regulations (including the legalization
of gaming in certain jurisdictions). Certain of these risks and uncertainties
are beyond the Companies' control, and actual results may differ materially
depending on a variety of important factors, including those described in this
Form 10-Q.
DEVELOPMENT ACTIVITIES
A portion of the Resort Casino opened for business to the public on July 15,
1999. The components that opened on that date or subsequently include:
- main casino floor containing approximately 1,200 slot machines
and 33 tables;
- Ringside Bar race and sports book;
- Addison's entertainment bar;
- Round Bar;
- 550-seat Upstairs Market buffet and outdoor terrace;
- 200 rooms of the 286-room Regent Grand Spa hotel;
- 3,000 square foot logo apparel and hotel gift shop;
- table games high limit area with seven tables;
- Regent Grand Spa Business Center; and
- Ceres fine dining restaurant and lounge.
The Companies anticipate that the following remaining components of the Resort
Casino will open to the public prior to October 25, 1999:
- remaining rooms of the Regent Grand Spa;
- the slot machines high limit area;
- 11-acre gardens, pool and hot tub complex, including the Waterside
Cafe;
- six restaurants and five shops comprising the Paseo de Vida market
place;
- 50,000 square foot conference center and grand ballroom;
- Aquae Sulis, a 40,000 square foot destination spa with 36
treatment rooms; and
- 255-room Regent Grand Palms hotel (excluding certain suites),
including Parian, a fine dining restaurant, and Tazza's lounge.
The delay in the opening of the Resort Casino has had a significant negative
impact on the Companies' operating results to date. The Companies believe that
operating results will continue to be negatively impacted until the entire
Resort Casino is open for business to the public. See "Liquidity and Capital
Resources" below.
Since the December 22, 1998 Settlement Agreement, Jones has continued to file
additional claims for change orders, general conditions and other amounts. (See
Footnote 2 to the Financial Statements, "Construction Manager Dispute," included
in this Form 10-Q.)
Construction projects of this nature entail significant risks and the
anticipated costs and construction schedule are based upon budgets, conceptual
design documents and schedule estimates. As construction progresses, there is
always a possibility that delay claims and construction change orders may occur
or that certificates of occupancy may not be obtained on a timely basis.
For a description of the ongoing dispute between the Companies and Jones with
respect to the cost and timing of the completion of the Resort Casino, see
Footnote 2 to the Financial Statements, "Construction Manager Dispute," included
in this Form 10-Q.
RESULTS OF OPERATIONS
RAS L.P. was formed in Nevada in August 1996. RAS L.P. is in the development
stage and, accordingly, has no significant operating results.
13
<PAGE> 14
THREE-MONTH PERIODS ENDED JUNE 30, 1999 AND JUNE 30, 1998
RAS L.P. incurred a loss of $6.5 million for the three-month period ended June
30, 1999, versus $4.0 million for the three-month period ended June 30, 1998.
The second quarter 1999 loss includes preopening expenses of $5.3 million,
whereas no preopening expenses were recognized in the second quarter of 1998.
This difference is due to a mandatory change in accounting principles. (See
"Preopening Costs" below and Footnote 1 to the Financial Statements,
"Significant Accounting Policies," included in this Form 10-Q.) Interest income
declined approximately 76.0% in the second quarter of 1999, due to lower cash
balances resulting from the expenditure of debt and equity proceeds for the
construction and opening of the Resort Casino. Interest expense declined
approximately 90.0% in the second quarter of 1999. Although more debt was
outstanding in the second quarter of 1999 than in the second quarter of 1998,
interest capitalized to construction in progress increased significantly in 1999
versus 1998.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999 Three Months Ended June 30, 1998
<S> <C> <C>
Total interest expense, including accretion of
warrant liability $ 8,305,271 $ 7,684,417
Interest capitalized to construction in progress (7,748,603) (2,211,795)
------------ ------------
Net interest expense $ 556,668 $ 5,472,622
=========== ===========
</TABLE>
SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND JUNE 30, 1998
RAS L.P. incurred a loss of $23.4 million in the six months ended June 30,
1999, versus $7.5 million for the six months ended June 30, 1998. The main
cause of the increased loss is a mandatory change in accounting principles
related to preopening expenses. (See "Preopening Costs" below and Footnote 1 to
the Financial Statements,"Significant Accounting Policies," included in this
Form 10-Q.) A total of $19.5 million of preopening expense was recognized in
the six months ended June 30, 1999, including $8.9 million of current expenses
and $10.6 million of preopening expenses incurred in previous years and
recorded as the cumulative effect of a change in accounting principles.
Interest income declined approximately 61.0% in the six months ended June 30,
1999 compared to the six months ended June 30, 1998, as cash balances were
lower due to the expenditure of debt and equity proceeds for the construction
and opening of the Resort Casino. Interest expense declined approximately 77.0%
in the six months ended June 30, 1999 compared to the six months ended June 30,
1998. Although more debt was outstanding in 1999, interest capitalized to
construction in progress increased significantly in 1999 versus 1998.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999 Six Months Ended June 30, 1998
<S> <C> <C>
Total interest expense, including accretion of
warrant liability $16,554,087 $14,199,781
Interest capitalized to construction in progress (14,013,700) (3,245,810)
------------- -----------
Net interest expense $ 2,540,387 $10,953,971
============ ===========
</TABLE>
PREOPENING COSTS
Prior to 1999, it was RAS L.P.'s policy to capitalize preopening expenses as
incurred and charge such costs to expense at the commencement of operations.
These costs include legal fees, personnel, travel, and other costs related to
the development of the Resort Casino.
In April 1998, AccSEC issued SOP 98-5 entitled "Reporting on the Costs of
Start-up Activities" which requires entities to expense costs of preopening
activities as they are incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. Accordingly, the Companies adopted SOP 98-5
on January 1, 1999. Upon adoption, the Companies reported the initial adoption
as a cumulative effect of a change in accounting principle of $10.6 million and
expensed subsequent preopening costs as incurred of $8.9 million for the six
months ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Companies' capital requirements during the remainder of 1999 are expected to
include (i) approximately $28.6 million for the completion of the Resort Casino
including construction costs, costs related to the acquisition of furniture,
fixtures and equipment and the payment of retention amounts due under the
Construction Contract; (ii) interest payments on the First Mortgage Notes and
Senior Subordinated Notes; and (iii) operating losses incurred prior to the
completion of the remaining components of the Resort Casino. The
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<PAGE> 15
Companies intend to fund these capital requirements from available cash at June
30, 1999 including a portion of the Interest Escrow Account for the First
Mortgage Notes; the anticipated net proceeds to the Company of operating lease
facilities; and the proceeds of additional permitted borrowing. There can be no
assurance that the Companies' available sources of capital will be sufficient to
meet their presently foreseeable capital requirements. The Companies also are
pursuing claims under their insurance policies for a portion of the interest
expense incurred during the delay in completing the Resort Casino. The Companies
are pursuing additional sources of capital including additional equity
investments from both current investors and others; permitted borrowings and
lease financing transactions. Such additional capital may be unavailable to the
Companies on acceptable terms or at all and there can be no assurance that the
Companies will be successful in obtaining the additional required capital. In
the event that available sources of capital are inadequate to meet the
Companies' capital needs for the remainder of 1999, any resulting shortfall may
be material and adversely impact the ability of the Companies to continue
operation of the Resort Casino and to meet the Companies' obligations with
respect to the Senior Subordinated Notes and the First Mortgage Notes.
Under the terms of the December 30, 1997 Credit Agreement (the "Credit
Agreement") with respect to the Companies' First Mortgage Notes and the December
31, 1997 Indenture (the "Indenture") with respect to the Companies' Senior
Subordinated PIK Notes, the Companies may obtain additional sources of
liquidity, if necessary, including up to $15.0 million of capital lease
financing for furniture, fixtures and equipment, and operating lease financing.
To date, the Companies have closed on the following credit facilities with a
lease financing company:
- operating lease facility for up to $15.0 million of general
equipment;
- operating lease facility for up to approximately $10.9 million for
gaming equipment;
- operating lease facility for up to $15.0 million of hotel and
casino furniture, fixtures and equipment;
- operating lease facility for up to $4.0 million for certain other
equipment; and
- unsecured credit facility for $5.0 million.
The Companies are using the operating lease facilities to finance new gaming
devices, related systems, vehicles and furniture, fixtures and equipment
acceptable to the leasing company. As of June 30, 1999, approximately $20.2
million was due from the leasing company to reimburse RAS L.P. for deposits
paid by RAS L.P. to certain vendors. The terms of the facilities are for 36 or
48 months. Maximum annual payments under the facilities will be approximately
$15.5 million. The Companies have been granted an option, upon expiration of
the facilities, to (i) purchase not less than all of the equipment, by
equipment category, at fair market value as determined by an independent
appraiser, (ii) renew the facilities for 12 months, or (iii) return the
equipment to the leasing company.
RAS L.P. borrowed $1.8 million of the $5.0 million unsecured credit facility on
July 20, 1999. The loan is repayable over 24 months fully amortizing at an
interest rate of 13.0%.
As of June 30, 1999, the Companies had $12.4 million in an interest escrow
account. Subject to certain application procedures, the Companies can use these
funds to pay the interest due on the First Mortgage Notes. On July 30, 1999, the
Companies withdrew $2.3 million to make a quarterly interest payment.
The Companies' original goal was to open all of the Resort Casino by June 29,
1999. Several factors resulted in a delay and a partial opening on July 15,
1999, including (i) ongoing construction delays; (ii) the malfunction of a
major piece of electrical equipment; (iii) longer than expected time frames for
the fire and life safety testing and City of Las Vegas permitting process; and
(iv) a major city-wide flood on July 8, 1999. The delay in opening has had a
significant negative impact on the Resort Casino's revenues. In addition to
revenues lost from those areas not yet open, the casino and other open areas
are suffering from lower than expected volumes of traffic due to the lack of
dining, shopping, spa and entertainment options currently available at the
Resort Casino. Although the Resort Casino has only been open one month,
experience to date indicates that RAS L.P. will incur operating losses during
the third quarter of 1999. The
15
<PAGE> 16
Companies expect results to improve significantly during the fourth quarter of
1999 due to the completion of the other areas of the Resort Casino, the more
attractive weather for golf and spa resort guests and the celebrations
anticipated for New Year's Eve. However, such improvement in operating results
is subject to the successful completion, marketing and operation of the Resort
Casino.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. As a result, those
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions or engage in similar normal
business activities.
Based on recent assessments, RAS L.P. believes that its systems, including
information systems and embedded chips, are Year 2000 compliant and will
properly recognize dates beyond December 31, 1999. Given that RAS L.P. is a
relatively new entity and significant systems were not implemented until 1997,
management was able to select and implement systems which had previously been
certified as Year 2000 compliant. Although the costs of achieving Year 2000
compliance are difficult to estimate, management does not believe that they were
material.
RAS L.P. is in the process of contacting its significant suppliers and
subcontractors that do not share information systems with RAS L.P. (external
agents) as to their Year 2000 compliance. To date, RAS L.P. is not aware of any
external agent with a Year 2000 issue that would materially impact RAS L.P.'s
results of operations, liquidity, or capital resources. However, RAS L.P. has no
means of ensuring that external agents will be Year 2000 compliant. The
inability of external agents to complete their Year 2000 compliance in a timely
fashion could materially adversely impact RAS L.P. The effect of non-compliance
by external agents is not determinable. Possible Year 2000 related problems due
to external agents could include loss of power or telephone service, supply
shortages and flight cancellations.
In the event that RAS L.P. experiences Year 2000 difficulties with its systems
or with significant external agents, RAS L.P. has contingency plans for certain
critical applications and is developing such plans for others. Contingency
plans generally consist of performing mission critical procedures manually or
with substitute systems which are Year 2000 compliant. The use of certain
manual procedures and substitute systems would lower the level of service the
Companies are able to offer their guests and may result in lost revenues and
increased expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RAS L.P. is exposed to market risk in the form of fluctuations in interest rates
and their potential impact upon the Mortgage Notes, which are variable-rate
debt. Of the $100.0 million Mortgage Notes, $50.0 million are covered under a
cap of 11.0% until March 31, 2000.
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the opinion of management, with the exception of the dispute with Jones, the
Companies are not engaged in any litigation or other legal dispute that could
have a material adverse impact on the Companies. See Note 2 to the Financial
Statements for a description of the dispute with Jones.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
NOT APPLICABLE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NOT APPLICABLE.
17
<PAGE> 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NOT APPLICABLE.
ITEM 5. OTHER INFORMATION
On April 29, 1999, the Nevada Gaming Commission granted approvals of the various
nonrestricted gaming licenses required for RAS L.P. to operate the casino. On
May 10, 1999, RAS L.P. received approvals from the City of Las Vegas for the
liquor, gaming and massage establishment licenses required to operate the Resort
Casino.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) EXHIBITS
<S> <C>
2.1 December 22, 1997 Purchase Agreement.*
3.1 Certificate of Limited Partnership of RAS L.P.*
3.2 Agreement of Limited Partnership, as amended, of RAS L.P.*
3.3 Articles of Incorporation of RAS Inc.*
3.4 Bylaws of RAS Inc.*
4.1 December 31, 1997 Indenture.*
4.2 December 30, 1997 Exchange and Registration Rights Agreement.*
4.3 December 30, 1997 Registration Rights and Limited Partners' Agreement.*
4.4 December 30, 1997 Warrant Agreement for Partnership Warrants.*
4.5 December 30, 1997 Warrant Agreement for Corporate Warrants.*
4.6 Disbursement Agreement dated December 31, 1997.*
4.7 Subordinated Notes Proceeds Accounts Agreement dated December 31, 1997.*
4.8 Mortgage Notes Proceeds Account Agreement dated December 31, 1997.*
4.9 Interest Escrow Account Agreement dated December 31, 1997.*
4.10 Partnership Funds Account Agreement dated December 31, 1997.*
4.11 December 31, 1997 Global Note.*
4.12 Form of Partnership Warrants.*
4.13 Form of Corporate Warrants.*
10.1 December 22, 1997 Construction Contract.*
10.2 December 16, 1997 License Agreement.*
10.3 December 29, 1997 Architect Agreement.*
10.4 August 15, 1996 Development Declaration and Option to Repurchase.*
10.5 August 15, 1996 Royalty Agreement.*
10.6 December 22, 1997 Guaranty of Completion of J.A. Jones, Inc.*
10.7 December 30, 1997 Credit Agreement.*
10.8 December 30, 1997 Subordinated Notes Proceeds Agreement.*
</TABLE>
18
<PAGE> 19
<TABLE>
<S> <C>
10.9 Golf Course Agreement.*
1.10 January 13, 1998 Construction Management Contract.*
10.11 December 22, 1998 Settlement Agreement.*
10.12 Amendment Agreement dated July 6, 1999.**
27.1 Financial Data Schedule.**
27.2 Financial Data Schedule.**
</TABLE>
- ----------
* FILED PREVIOUSLY.
** FILED HEREWITH.
(b) REPORTS ON FORM 8-K
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
The Resort at Summerlin, Limited Partnership (Registrant)
By: The Resort at Summerlin, Inc., a Nevada corporation, its general
partner
<TABLE>
<S> <C>
Date: August 16, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: August 16, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief
Financial Officer and
General Counsel, The
Resort at Summerlin, Inc.,
General Partner (Principal
Financial Officer)
The Resort at Summerlin, Inc.
(Registrant)
Date: August 16, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
</TABLE>
19
<PAGE> 20
<TABLE>
<S> <C>
Date: August 16, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief Financial
Officer and General Counsel
(Principal Financial Officer)
</TABLE>
20
<PAGE> 1
EXHIBIT 10.12
AMENDMENT AGREEMENT dated as of July 6, 1999, among the parties hereto.
Reference is made to the Credit Agreement dated as of December 30, 1997 among
The Resort at Summerlin, Limited Partnership, The Resort at Summerlin, Inc., the
lenders party thereto, Gleacher Natwest, Inc., as Arranging Agent and National
Westminster Bank PLC, as Administrative Agent (the "Credit Agreement").
Capitalized terms used and not defined herein have the meanings given them in
the Credit Agreement. The Borrowers, the Lenders and the Administrative Agent
agree to amend certain provisions of the Credit Documents as follows:
1. The definition of "Completion Deadline" in the Credit Agreement is hereby
amended to mean "July 12, 1999."
2. The references to "30 days" in Section 3.02(A)(g) of the Credit Agreement
and in Section 3.01(b) of the Mortgage Notes Proceeds Agreement are
hereby amended to read "60 days".
3. Section 2.06(C) of the Disbursement Agreement is hereby deleted and the
Credit Agreement is hereby amended to add the following new Section 6.13:
Not later than January 12, 2000, the Borrowers will cause to be
delivered to each Lenders and the Administrative Agent the
consultant's report, final survey and "as-built" plans referred to
and complying with the terms of Section 2.06(C) of the
Disbursement Agreement as originally executed and prior to any
amendments thereto.
4. The fifth sentence of Section 2.03 of the Disbursement Agreement is
amended to read in its entirety as follows:
Transfers will only be made on the third day of a month (except
that one Transfer may be made in July, 1999 on any date prior to
July 13) and not later than September 3, 1999 (each such date a
"Transfer Date").
5. The reference to "30th day" in the sixth sentence of Section 2.03 of the
Disbursement Agreement is amended to read "60th day".
This Amendment Agreement shall be governed by and construed in accordance with
the laws of the State of New York, may be executed in counterparts and shall be
effective when executed by the Borrowers, the Administrative Agent and the
Required Banks.
THE RESORT AT SUMMERLIN,
LIMITED PARTNERSHIP
By: The Resort at Summerlin, Inc., its
General Partner
By: /s/ John J. Tipton
-----------------------------------------
Name: John J. Tipton
Title: Senior VP, CFO and General Counsel
THE RESORT AT SUMMERLIN,
By: /s/ John J. Tipton
-----------------------------------------
Name: John J. Tipton
Title: Senior VP, CFO and General Counsel
<PAGE> 2
NATIONAL WESTMINSTER BANK PLC
Individually and as Administrative Agent
By: /s/ Andrew S. Weinberg
-----------------------------------------
Name:
Title:
ARCHIMEDES FUNDING L.L.C.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Michael D. Hatley
-----------------------------------------
Name: Michael D. Hatley
Title: Managing Director
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By: ING Capital Advisor LLC, as Investment
Advisor
By: /s/ Michael D. Hatley
-----------------------------------------
Name: Michael D. Hatley
Title: Managing Director
STEIN ROE & FARNHAM, INC.
As agent for Keyport Life Insurance Company
By: /s/ Brian W. Good
-----------------------------------------
Name: Brian W. Good
Title: Vice President and Portfolio
Manager
AMARA-2 FINANCE LTD.
By: /s/ Ian David Moore
-----------------------------------------
Name: Ian David Moore
Title: Director
-2-
<PAGE> 3
AMARA-2 FINANCE LTD.
By: /s/ Ian David Moore
-----------------------------------------
Name: Ian David Moore
Title: Director
MORGAN STANLEY SENIOR FUNDING INC.
By:
-----------------------------------------
Name:
Title:
ML CLO XV PILGRIM AMERICAN (CAYMAN) LTD
By: Pilgrim Investments, Inc., as investment
manager
By: /s/ Michel Prince
-----------------------------------------
Name: Michel Prince, CFA
Title: Vice President
3
<PAGE> 4
STRATA FUNDING LTD.
By:
-----------------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
-----------------------------------------
Name:
Title:
AERIES FINANCE LTD.
By:
-----------------------------------------
Name:
Title:
CAPTIVA FINANCE LTD.
By:
-----------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
By: Invesco Senior Secured
Management, Inc., as Attorney-in-fact
By: /s/ Anne M. McCarthy
-----------------------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
4
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